NOVAVAX, INC. Form 8-K (Feb. 1, 2022)

Summary

Current report on Form 8-K of Novavax, Inc. dated February 7, 2022, reporting under Item 1.01, Entry into a Material Definitive Agreement. The company states that effective February 1, 2022, Modification No. 13 to Project Agreement No. 01, dated July 6, 2020, was executed with Advanced Technology International, the Consortium Management Firm acting for the Medical CBRN Defense Consortium in connection with the partnership formerly known as Operation Warp Speed. The modification added an efficacy study in adolescents with a booster component and extended the performance period to December 31, 2023. The partnership is described as among components of the U.S. Department of Health and Human Services and the U.S. Department of Defense. The modification will be filed as an exhibit to the Form 10-K for 2021.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event
reported): February 1, 2022

NOVAVAX, INC.

(Exact name of registrant as specified
in charter)

Delaware | 0-26770 | 22-2816046
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.)

21 Firstfield Road

Gaithersburg , Maryland 20878

(Address of Principal Executive Offices,
including Zip Code)

( 240 ) 268-2000

(Registrant’s telephone number,
including area code)

(Former name or former address, if changed
since last report.)

Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):

¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section
12(b) of the Act:

Title of each class | Trading Symbol(s) | Name of each exchange on which registered
Common Stock, Par Value $0.01 per share | NVAX | The Nasdaq Global Select Market

Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging
growth company ¨

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

Effective February 1, 2022, Modification No. 13
(the “Modification”) to Project Agreement No. 01 (“Project Agreement”), dated July 6, 2020, between Novavax, Inc.
(the “Company”) and Advanced Technology International, the Consortium Management Firm acting on behalf of the Medical CBRN
Defense Consortium in connection with the partnership formerly known as Operation Warp Speed (“OWS”), was executed. The Modification
amended the Project Agreement to include a Phase 3 efficacy study with respect to 2019n-CoV-301 in adolescents with a booster component
and accordingly extended the performance period under the Project Agreement to December 31, 2023. OWS is a partnership among components
of the U.S. Department of Health and Human Services and the U.S. Department of Defense working to accelerate the development, manufacturing,
and distribution of COVID-19 vaccines, therapeutics, and diagnostics.

The foregoing description of the material terms
of the Modification does not purport to be complete and is qualified in its entirety by reference to the Modification, which will be filed
with the Securities and Exchange Commission as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2021.

SIGNATURES

Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.

Novavax, Inc.
Date: February 7, 2022 | By: | /s/ John A. Herrmann III
Name: | John A. Herrmann III
Title: | Executive Vice President, Chief Legal Officer and Corporate Secretary

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